Common use of Capital Adequacy Adjustment Clause in Contracts

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include any Issuing Bank for purposes of this Section 2.19(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereofClosing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacyadequacy or liquidity), then from time to time, within five (5) Business Days after receipt by the Company Representative from such Lender of the statement referred to in the next sentence, Company the Companies shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to the Company Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by 57 any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Third Restatement Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank after the Third Restatement Effective Date or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency issued, becoming effective, phased-in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective or made after the date hereofThird Restatement Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Loans, or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrowers from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, agency in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective first made after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) thirty Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each L/C Issuer for purposes of this Section 2.20(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the introduction, adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, for all purposes of the Credit Documents, subsections (a) and (b) of this Section 2.20 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements, the United States regulatory authorities, the Canadian regulatory authorities or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term includes each Issuing Bank for purposes of this Section 2.19(b)) determines that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyor liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending officeLending Office) or any company entity controlling such any Lender with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company entity controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Credit Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company entity could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company entity with regard to capital adequacyor liquidity requirements), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company shall the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis entity for such reduction. Such Lender shall will deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the 148797484_8155722702_14 additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall will be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date or, if later, after the date such Lender accepts an assignment under Section 10.6, of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive which becomes applicable after the Closing Date or, if later, after the date such Lender accepts an assignment under Section 10.6, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Credit Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.17(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date (in the case of an Existing Lender) or the Restatement Effective Date (in the case of each New Lender) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Revolving Loans or Revolving Loan Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy)) by an amount considered by the Lender to be material, then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include any Issuing Bank for purposes of this Section 2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days 30 days after receipt by Company the applicable Borrower from such Lender of the statement referred to in the next sentence, Company such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the applicable Borrower (with a copy to the US Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto presumptively correct absent manifest error. Notwithstanding the foregoing, each Foreign Credit Party shall be liable only for such additional amounts to the extent that they relate to the Non-US Obligations.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Initial Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Applicable Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, the National Association of Insurance Commissioners, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank bank, the National Association of Insurance Commissioners or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any reduction incurred more than one year prior to the date that such Lender notifies Company of such change giving rise to such reduction and of such Lender's intention to claim compensation therefor; provided further that, if such change giving rise to such reduction is retroactive, then the one year period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments Commit ments or Letters of Credit or the IRB Reimbursement Agreement or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit or the IRB Reimbursement Agreement to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax after-Tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans 's Loans, Commitments or Revolving Commitments Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit, in the case of any Lender to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement officer's certificate referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statementan officer's certificate, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Term Loans, or Revolving Commitments participations therein or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding CREDIT AND GUARANTY AGREEMENT EXECUTION capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by the Company from such Lender of the statement referred to in the next sentence, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the change giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, adequacy or any change therein or Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Administrative Borrower from such Lender of the statement referred to in the next sentence, Company the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company the Administrative Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon on all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or Annex A-7 with reference to, such Lender’s Loans or Revolving 's Loans, Commitments or Letters of Credit or any participations therein or any other obligations hereunder with respect to the Loans or the Letters of Credit, in the case of any Lender, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacyadequacy and in an amount deemed by such Lender (in its sole discretion) to be material), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.. Notwithstanding any provision of this subsection 2.7 to the contrary, Borrowers shall pay, on terms and conditions consistent with this subsection 2.7, any additional amount or amounts as will compensate any Lender or any corporation controlling such Lender on an after-tax basis for any reduction in the rate of return on the capital of such Lender or such controlling entity because of any overlap of the Revolving Loan Commitments, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof. ANNEX B

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase in phase‑in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax after‑tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party hereto after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19 (b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Term Loan Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Term Loan Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Term Loan Lender or any company corporation controlling such Term Loan Lender as a consequence of, or with reference to, such Term Loan Lender’s Loans portion of the Term Loan or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans Term Loan to a level below that which such Term Loan Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Term Loan Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Term Loan Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Term Loan Lender such additional amount or amounts as will compensate such Term Loan Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Term Loan Lender shall promptly deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term includes each Issuing Bank for purposes of this Section 2.19(b)) determines that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyor liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending officeLending Office) or any company entity controlling such any Lender with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company entity controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Credit Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling company entity could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company entity with regard to capital adequacyor liquidity requirements), then from time to time, within five (5) Business Days after receipt by the Company from such Lender of the statement referred to in the next sentence, the Company shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis entity for such reduction. Such Lender shall will deliver to the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall will be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include any Fronting Banks for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date (in the case of an Existing Lender) or the Restatement Effective Date (in the case of each New Lender) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans 's AXELS or Revolving AXEL Commitments or other obligations hereunder with respect to the Loans AXELs to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy)) by an amount considered by the Lender to be material, then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Banks for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase a Change in or applicability Law after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III)case, which is addressed in clause (a) above) that becomes effective after the date hereofClosing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacyadequacy or liquidity requirements), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Any demand for compensation made by any Lender pursuant to this Section 2.19(b) shall be made only to the extent such Lender is making similar demand with respect to its similarly situated commercial borrowers.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) fifteen Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Chase Co-Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Synthetic LC Issuing Bank for purposes of this Section 2.20(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Loans, Synthetic LC Deposits or Revolving Commitments Synthetic Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Synthetic Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Loans, Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Banks for purposes of this Section 2.19(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax after-Tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Loans, Revolving Commitments, LC Deposits or Revolving Commitments Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrowers from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase in phase-in, or applicability after the Closing Date date hereof of any law, rule or regulation Legal Requirement (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request request, or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans 's Commitment or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change change, or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Xxxxxxxx from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include any Fronting Banks for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Revolving Loans or Revolving Loan Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy)) by an amount considered by the Lender to be material, then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Administra- tive Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Term Loans, or Revolving Commitments participations therein or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.12(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacyadequacy and liquidity), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any reduction incurred more than 180 days prior to the date that such Lender notifies Company of such change giving rise to such reduction and of such Lender’s intention to claim compensation therefor; provided, further, that, if such change giving rise to such reduction is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term --------------------------- shall include Issuing Bank for purposes of this Section 2.17(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax after‑tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.12(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, Sections 2.12(a) and (b) shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (A) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (B) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereofClosing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Term Loans or Revolving Multi-Draw Term Loan Commitments or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or Hedge Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit or Hedge Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank after the Closing Date or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency issued, becoming effective, phased-in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective or made after the date hereofClosing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Loans, or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Original Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Borrower Representative from such Lender of the statement referred to in the next sentence, Company the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling company on an after tax basis corporation for such reduction. Such Lender shall deliver to Company the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or Hedge Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit or Hedge Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date or, if later, after the date such Lender accepts an assignment under Section 10.6, of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive which becomes applicable after the Closing Date or, if later, after the date such Lender accepts an assignment under Section 10.6, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Term Loans or Revolving Commitments or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving 's Loans, Commitments or Letters of Credit or any participations therein or any other obligations hereunder with respect to the Loans or the Letters of Credit, in the case of any Lender, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacyadequacy and in an amount deemed by such Lender (in its sole discretion) to be material), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.. Notwithstanding any provision of this subsection 2.7 to the contrary, Borrowers shall pay, on terms and conditions consistent with this subsection 2.7, any additional amount or amounts as will compensate any Lender or any corporation controlling such Lender on an after-tax basis for any reduction in the rate of return on the capital of such Lender or such controlling entity because of any overlap of the DIP/Bridge Loan Commitments, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof. ANNEX B

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank and the Swing Line Lender for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Applicable Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase in introduction or applicability adoption (after the Closing Date Date) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the Closing Date) therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of introduced or adopted (after the Closing Date) by any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each any such case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, of such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days promptly after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis corporation for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation Requirement of Law (or any provision thereof) regarding capital adequacy, or any change therein or Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Term Loans, or Revolving Commitments participations therein or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.12(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Loans, Revolving Commitments, Synthetic LC Deposits or Revolving Commitments Synthetic Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Synthetic Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Collateral Agent and Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or the IRB Reimbursement Agreement or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit or the IRB Reimbursement Agreement to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) ten Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next -70- sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Banks for purposes of this Section 2.18(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Restatement Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrowers from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank and the Underlying Issuer for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Revolving Loans or Revolving Commitments Commitment or Letters of Credit or Reimbursement Undertaking, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit or Reimbursement Undertaking, to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days ten days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling company on an after tax basis corporation for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In Without duplication of any amounts payable under Section 2.7A and the event that definition of "Adjusted LIBO Rate", if any Lender shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans Against Imports or Revolving Commitments or Documentary Credits or participations therein or other obligations hereunder with respect to the Loans or the Documentary Credits to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement calculation shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each L/C Issuer for purposes of this Section 2.19(b)) shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the introduction, adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such controlling company could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, for all purposes of the Credit Documents, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements, the United States regulatory authorities, the Canadian regulatory authorities or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Lender for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) after the date hereof regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, NAIC or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank bank, NAIC or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt demand by Company from such Lender (with a copy of the statement referred such demand to in the next sentenceAdministrative Agent), Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7C, will give prompt written notice thereof to Company, which notice shall be signed by an officer or employee of such Lender with knowledge and responsibility for such matters and shall deliver to Company (with a copy to Administrative Agent) a written statement, setting set forth in reasonable detail the basis for calculating of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of Company's obligations to pay additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.subsection 2.7C.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase any Change in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacyadequacy or liquidity), then from time to time, within five promptly but in any event no more than ten (510) Business Days after receipt by Company the Borrower from such Lender of the statement referred to in the next sentence, Company the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax after‑tax basis for such reduction, so long as such Lender generally requires similar obligors under other credit facilities of this type made available by such Lender to similarly LA\4027402.11 LA\4027402.11 so compensate such Lender. Such Lender shall deliver to Company the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Government Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Government Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender ; provided that Company shall deliver not be obligated to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to Lender under this Section 2.18(b)the extent such additional amounts are incurred more than nine (9) months prior to the giving of such statement; provided, which statement further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such additional amounts is retroactive, then the nine (9) month period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Government Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Government Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax after-Tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.. Credit and Guaranty Agreement

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.17(b)) shall have determined that the adoption, effectiveness, phase phase-in or initial applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Signing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments Commitments, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of subject to Section 2.4C(iv), the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.. $500,000,000 THREE YEAR CREDIT AGREEMENT

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the Applicable Borrower from such Lender of the statement referred to in the next sentence, Company the Applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company the Applicable Borrower (with a copy to Borrowing Base Agent and Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have reasonably determined that the adoption, effectiveness, phase in adoption or applicability implementation after the Closing Date date hereof of any law, rule or regulation treaty, governmental (or any provision thereofquasi-governmental) rule, regulation, guideline or order regarding capital adequacy, including, without limitation, any change in the regulations set forth at 12 C.F.R. Part 208 (Appendix A) and 12 C.F.R. Part 225 (Appendix A), or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of from any such Governmental Authority, central bank or comparable agencygovernmental agency or body having jurisdiction, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has does or would shall have the effect of increasing the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on the such Lender's or such other corporation's capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or other of its obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could other corporation would have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies occurrence of such Lender or such controlling company with regard to capital adequacy)circumstances, then Company shall from time to time, within five ten (510) Business Days after receipt by Company of written notice and demand from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative the Agent) claiming compensation pursuant to this subsection 2.6, including a written statementcertificate (x) stating that one of the events described in this subsection 2.6 has occurred and describing in reasonable detail the nature of such event, (y) stating the amount of the reduction in the rate of return on such Lender's or such other corporation's capital reasonably determined by such Lender to be allocable to the existence of such Lender's commitment to lend hereunder and (z) setting forth in reasonable detail the basis manner of calculation of the reduction in the rate of return on such Lender's or such other corporation's capital and such allocated amount thereof, pay to Agent, for calculating the account of such Lender, additional amounts owed sufficient to compensate such Lender under this Section 2.18(b)or such other corporation for such allocated reduction. Such certificate as to the amount of such compensation, which statement shall submitted to Company and Agent by such Lender, shall, absent manifest error, be final, conclusive and binding upon for all parties hereto absent manifest errorpurposes. In determining such amount, a Lender may use any averaging and attribution method; PROVIDED, HOWEVER, that such method shall be reasonable. Notwithstanding the foregoing, nothing in this subsection 2.6 is intended to provide and this subsection 2.6 shall not provide to Holding, Company or any Domestic Subsidiary entering into a Domestic Loan Document the right to inspect the records, files or books of any Lender. For the avoidance of doubt, no amount shall be required to be paid to any Lender or Agent under this subsection 2.6 in respect of any increased cost or reduced return arising from the implementation of, or compliance by any Lender with, any rule, regulation, guideline, order or other request or directive regarding capital adequacy which is in existence at the date hereof.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase in introduction or applicability adoption (after the Closing Date Date) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the Closing Date) therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of introduced or adopted (after the Closing Date) by any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each any such case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, of such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days promptly after receipt by Company the applicable Borrower from such Lender of the statement referred to in the next sentence, Company such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis corporation for such reduction. Such Lender shall deliver to Company such Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans portion of the Loan or Revolving Commitments participations therein or other obligations hereunder with respect to the Loans Loan to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.10(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.10 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by the Company from such Lender of the statement referred to in the next sentence, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the change giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon on all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which --------------------------- term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase in phasein or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on 60 the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase inphasein, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company the applicable Borrower from such Lender of the statement referred to in the next sentence, Company the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after tax aftertax basis for such reduction. Such Lender shall deliver to Company the applicable Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder or under any of the other Credit Documents with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or SENIOR UNSECURED TERM LOAN EXECUTION AND GUARANTY AGREEMENT 838278-New York Server 7A administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Term Loans or Revolving Commitments or other obligations hereunder with respect to the Term Loans to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)a mounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation regulation, (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation interpretation, application or administration thereof by the National Association of Insurance Commissioners, any Governmental Authority, central bank or comparable agency Authority charged with the interpretation interpretation, application or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request request, requirement, policy or directive regarding capital adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Lender"s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) ten Business Days after receipt by Company Borrower from such Lender of the statement referred to in the next sentence, Company Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by the Company from such Lender of the statement referred to in the next sentence, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, of or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) fifteen Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.18(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Closing Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any company corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling company corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Company Borrowers from such Lender of the statement referred to in the next sentence, Company Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Company Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.